Common use of Suspension of Exercisability Clause in Contracts

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under the laws of any country, state, province, city or other jurisdiction, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the exercise of the option and Share issuance, given the cashless exercise restriction hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such laws of any country, state, province, city or other jurisdiction or securities exchange and to obtain any reasonably available and necessary consent or approval of any such governmental authority. The Company is not obligated, and will have no liability for failure to issue or deliver any Shares upon exercise of this option unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. In addition, the exercise of this option remains subject to the terms of the Company’s ixxxxxx xxxxxxx policy. Furthermore, the Employee understands that the applicable laws of the country in which the Employee is residing or working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option, and neither the Company nor any Subsidiary or Affiliate assumes any liability in relation to this option in such case. This option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this option, the Company may require the Employee to make any representation and warranty to the Company as may be required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Employee on the date on which this option is exercised with respect to such Shares, subject to applicable laws.

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under the laws of any country, state, province, city or other jurisdiction, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the exercise of the option and Share issuance, given the cashless exercise restriction hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such laws of any country, state, province, city or other jurisdiction or securities exchange and to obtain any reasonably available and necessary consent or approval of any such governmental authority. The Company is not obligated, and will have no liability for for, failure to issue or deliver any Shares upon exercise of this option unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. In addition, the exercise of this option remains subject to the terms of the Company’s ixxxxxx xxxxxxx xxxxxxx policy. Furthermore, the Employee understands that the applicable laws of the country in which the Employee is residing or working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option, and neither the Company nor any Subsidiary or Affiliate assumes any liability in relation to this option in such case. This option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this option, the Company may require the Employee to make any representation and warranty to the Company as may be required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Employee on the date on which this option is exercised with respect to such Shares, subject to applicable laws.

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under the laws of any country, state, province, city or other jurisdiction, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the exercise of the option and Share issuance, given the cashless exercise restriction hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such laws of any country, state, province, city or other jurisdiction or securities exchange and to obtain any reasonably available and necessary consent or approval of any such governmental authority. The Company is not obligated, and will have no liability for for, failure to issue or deliver any Shares upon exercise of this option unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. In addition, the exercise of this option remains subject to the terms of the Company’s ixxxxxx xxxxxxx policy. Furthermore, the Employee understands that the applicable laws of the country in which the Employee is residing or working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option, and neither the Company nor any Subsidiary or Affiliate assumes any liability in relation to this option in such case. This option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this option, the Company may require the Employee to make any representation and warranty to the Company as may be required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Employee on the date on which this option is exercised with respect to such Shares, subject to applicable laws.

Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under the laws of any country, state, province, city or other jurisdiction, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the exercise of the option and Share issuance, given the cashless exercise restriction hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such laws of any country, state, province, city or other jurisdiction or securities exchange and to obtain any reasonably available and necessary consent or approval of any such governmental authority. The Company is not obligated, and will have no liability for failure to issue or deliver any Shares upon exercise of this option unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. In addition, the exercise of this option remains subject to the terms of the Company’s ixxxxxx xxxxxxx xxxxxxx policy. Furthermore, the Employee understands that the applicable laws of the country in which the Employee is residing or working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option, and neither the Company nor any Subsidiary or Affiliate assumes any liability in relation to this option in such case. This option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this option, the Company may require the Employee to make any representation and warranty to the Company as may be required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Employee on the date on which this option is exercised with respect to such Shares, subject to applicable laws.